美国1933年证券法中文版

SECURITIES ACT OF 1933

[A S A MENDED THROUGH P.L. 112-106, APPROVED A PRIL5, 2012]

TABLE OF CONTENTS

Sec. 1. Short Title.

Sec. 2. Definitions.

Sec. 2A. Swap Agreements.

Sec. 3. Exempted Securities.

Sec. 4. Exempted Transactions.

Sec. 4A. Requirements With Respect to Certain Small Transactions.

Sec. 5. Prohibitions Relating to Interstate Commerce and the Mails.

Sec. 6. Registration of Securities and Signing of Registration Statement.

Sec. 7. Information Required in Registration Statement.

Sec. 8. Taking Effect of Registration Statements and Amendments Thereto.

Sec. 8A. Cease-And-Desist Proceedings.

Sec. 9. Court Review of Orders.

Sec. 10. Information Required in Prospectus.

Sec. 11. Civil Liabilities on Account of False Registration Statement.

Sec. 12. Civil Liabilit ies Arising in Connect ion Wit h Prospect uses and Communica-tions.

Sec. 13. Limitation of Actions.

Sec. 14. Contrary Stipulations Void.

Sec. 15. Liability of Controlling Persons.

Sec. 16. Additional Remedies; Limitation on Remedies.

Sec. 17. Fraudulent Interstate Transactions.

Sec. 18. Exemption From State Regulation of Securities Offerings.

Sec. 19. Special Powers of Commission.

Sec. 20. Injunctions and Prosecution of Offenses.

Sec. 21. Hearings by Commission.

Sec. 22. Jurisdiction of Offenses and Suits.

Sec. 23. Unlawful Representations.

Sec. 24. Penalties.

Sec. 25. Jurisdiction of Other Government Agencies Over Securities.

Sec. 26. Separability of Provisions.

Sec. 27. Private Securities Litigation.

Sec. 27A. Application of Safe Harbor for Forward-Looking Statements.

Sec. 27B. Conflicts of Interest Relating to Certain Securitizations.

Sec. 28. General Exemptive Authority.

Schedule A.

Schedule B.

SHORT TITLE

S EC. 1. This t it le may be cit ed as t he ‘‘Securit ies Act of 1933’’. (May 27, 1933, ch. 38, title I, Sec. 1, 48 Stat. 74.)

DEFINITIONS

S EC. 2. (a) D EFINITIONS.—When used in t his t it le, unless t he context otherwise requires—

(1) The t erm ‘‘securit y’’ means any not e, st ock, t reasury

st ock, securit y fut ure, securit y-based swap, bond, debent ure, evidence of indebtedness, certificate of interest or participation

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preorganizat ion cert ificat e or subscript ion, t ransferable share, invest ment cont ract, vot ing-t rust cert ificat e, cert ificat e of de-posit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of secu-rit ies (including any int erest t herein or based on t he value t hereof), or any put, call, st raddle, opt ion, or privilege ent ered int o on a nat ional securit ies exchange relat ing t o foreign cur-rency, or, in general, any int erest or inst rument commonly known as a ‘‘securit y’’, or any cert ificat e of int erest or part ici-pation in, temporary or interim certificate for, receipt for, guar-ant ee of, or warrant or right t o subscribe t o or purchase, any of the foregoing.

(2) The t erm ‘‘person’’ means an individual, a corporat ion,

a part nership, an associat ion, a joint-st ock company, a t rust, any unincorporat ed organizat ion, or a government or polit ical subdivision thereof. As used in this paragraph the term ‘‘trust’’ shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.

(3) The term ‘‘sale’’ or ‘‘sell’’ shall include every contract of sale or disposit ion of a securit y or int erest in a securit y, for value. The t erm ‘‘offer t o sell’’, ‘‘offer for sale’’, or ‘‘offer’’ shall include every at t empt or offer t o dispose of, or solicit at ion of an offer t o buy, a securit y or int erest in a securit y, for value. The t erms defined in t his paragraph and t he t erm ‘‘offer t o buy’’ as used in subsection (c) of section 5 shall not include pre-liminary negotiations or agreements between an issuer (or any person direct ly or indirect ly cont rolling or cont rolled by an issuer, or under direct or indirect common cont rol wit h an issuer) and any underwriter or among underwriters who are or are t o be in privit y of cont ract wit h an issuer (or any person direct ly or indirect ly cont rolling or cont rolled by an issuer, or under direct or indirect common cont rol wit h an issuer). Any securit y given or delivered wit h, or as a bonus on account of, any purchase of securit ies or any ot her t hing, shall be conclu-sively presumed to constitute a part of the subject of such pur-chase and t o have been offered and sold for value. The issue or t ransfer of a right or privilege, when originally issued or t ransferred wit h a securit y, giving t he holder of such securit y t he right t o convert such securit y int o anot her securit y of t he same issuer or of another person, or giving a right to subscribe t o anot her securit y of t he same issuer or of anot her person, which right cannot be exercised unt il some fut ure dat e, shall not be deemed to be an offer or sale of such other security; but t he issue or t ransfer of such ot her securit y upon t he exercise of such right of conversion or subscript ion shall be deemed a sale of such ot her securit y. Any offer or sale of a securit y fu-tures product by or on behalf of the issuer of the securities un-derlying the security futures product, an affiliate of the issuer, or an underwrit er, shall const it ut e a cont ract for sale of, sale of, offer for sale, or offer t o sell t he underlying securit ies. Any offer or sale of a securit y-based swap by or on behalf of t he issuer of the securities upon which such security-based swap is